Exhibit 3d
AMENDMENT NO. 3 TO
ADMINISTRATIVE SERVICES AGREEMENT
THIS AMENDMENT NO. 3 TO THE ADMINISTRATIVE SERVICES
AGREEMENT ("Amendment No.3") is made of the 27th day of
November, 2001, by and between Nationwide Life
Insurance Company and Nationwide Life and Annuity Insurance
Company (collectively referred to hereinafter "NWL") and
Xxxxxxx & Xxxx, Inc (hereinafter "Xxxxxxx & Xxxx"), on its
own behalf and on behalf of its affiliated corporate
insurance agencies.
WHEREAS, NWL and Xxxxxxx & Xxxx have entered into an
Administrative Services Agreement dated September 1, 2000
and
WHEREAS, NWL and Xxxxxxx & Xxxx desire to amend the
Administrative Services Agreement to provide for the sale of
additional products pursuant to the Administrative Services
Agreement under certain circumstances.
NOW, THEREFORE, in recognition of the mutual promises
herein, and other good and valuable consideration, the
parties agree as follows:
1. Section E. 10. b. is hereby deleted and replaced with
the following paragraph:
This Marketing Allowance provision is described in
Appendix A of the Administrative Services Agreement,
which may be updated from time to time with mutual
agreement of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be executed by their duly authorized
officers as of the day and year first above written.
NATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: AVP Annuity OPS
XXXXXXX & XXXX, INC.
/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Chief Marketing Officer
AMENDMENT NO. 2 TO
APPENDIX A
EFFECTIVE November 27, 2001
APPENDIX A is hereby amended to include the following:
2. Marketing Allowance
In addition to the compensation payable to Xxxxxxx & Xxxx by
NWL under the General Agent Agreement, NWL shall calculate
and pay to Xxxxxxx & Xxxx revenue sharing compensation in an
amount equal to .25% annually of the average daily account
value of all NWL variable annuity assets (excluding the
Select Reserve product) for the products distributed by
Xxxxxxx & Xxxx minus a Spread Adjustment. The Spread
Adjustment will be 1.10% of total assets deposited into the
Enhanced Dollar Cost Averaging Account by Xxxxxxx & Xxxx
clients. For purposes of this Appendix, the Enhanced Dollar
Cost Averaging Account shall include the EDCA fixed accounts
of annuity policies sold by Xxxxxxx & Xxxx. The Spread
Adjustment shall be reduced by an amount equal to the pro
rata portion of any Spread Adjustment paid by Xxxxxxx & Xxxx
with respect to which any policyholders who later elect to
discontinue the EDCA fixed account on their policies. If
the net amount of the revenue sharing is less than zero,
Xxxxxxx & Xxxx will pay the balance to NWL. The revenue
sharing shall be paid by NWL to Xxxxxxx & Xxxx monthly and
shall survive termination of this Agreement and the General
Agent Agreement. NWL agrees to provide Xxxxxxx & Xxxx,
promptly upon request by Xxxxxxx & Xxxx, with records needed
to verify the accuracy of the revenue sharing calculations.
In the event NWL's auditors determine that the method of
determining the Spread Adjustment set forth herein is
unacceptable, NWL and Xxxxxxx & Xxxx agree to negotiate in
good faith to develop an alternative method of calculating
the Spread Adjustment consistent with the economic result
achieved by the Spread Adjustment set forth herein. Until
NWL notifies Xxxxxxx & Xxxx that the method is unacceptable,
the calculation described above will be used. The Enhanced
Dollar Cost Averaging program may be discontinued only with
respect to new sales of annuities. Xxxxxxx & Xxxx and NWL
must provide the other party with six months notice if they
should decide to discontinue use of the Enhanced Dollar Cost
Averaging program. If Xxxxxxx & Xxxx fails to provide this
notice, NWL will increase the Spread Adjustment in the above
calculation to cover its reasonable costs of disinvestment,
not to exceed 1% of the assets in the EDCA fixed account at
the time the program is discontinued; provided, however,
that this provision shall not apply in the event the program
is discontinued because NWL's auditors determine that the
Spread Adjustment calculation set forth herein is
unacceptable. If NWL fails to provide this notice, Xxxxxxx
& Xxxx may recover from NWL its reasonable costs resulting
from such failure, not to exceed 1% of the assets in the
EDCA fixed account at the time the program is discontinued.
NWL and Xxxxxxx & Xxxx agree to negotiate in good faith
regarding changes in the Spread Adjustment and credited rate
for new sales of annuities (either up or down) in response
to changing market conditions. If a change is necessary,
NWL will contact Xxxxxxx & Xxxx seven business days prior to
the effective date of the change with the change in the
credited rate and a corresponding Spread Adjustment.
Xxxxxxx & Xxxx will choose to either change the credited
rate or change the Spread Adjustment and will communicate
their decision to NWL within two business days of receipt of
the numbers. In the event of an extreme market condition,
such as the total inability to trade bonds or a 100bp drop
in the 2-year U.S. Dollar Swap rate, as measured by
Bloomberg's 2-year Swap Index with the ticker "USSW2, in a
one-week time period, NWL reserves the right to change the
credited rate without these time constraints.
Effective October 8, 2001 through January 1, 2002,
Nationwide will pay Xxxxxxx & Xxxx an additional revenue
sharing compensation in an amount equal to .25% of gross
sales of all Xxxxxxx & Xxxx Advisors present Nationwide
Platinum V Fixed Annuity and Xxxxxxx & Xxxx Advisors present
Nationwide V Fixed Annuity NY assets distributed by Xxxxxxx
& Xxxx.
Effective January 2, 2002, Nationwide will pay Xxxxxxx &
Xxxx an additional revenue sharing compensation in an amount
equal to .25% of gross sales plus .25% annually of the
average daily account value of all Xxxxxxx & Xxxx Advisors
present Nationwide Platinum V Fixed Annuity and Xxxxxxx &
Xxxx Advisors present Nationwide Platinum V Fixed Annuity NY
assets distributed by Xxxxxxx & Xxxx. It is hereby
recognized that the marketing allowance based on assets will
reduce the effective interest rates on affected contracts by
a corresponding .25%.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to APPENDIX A to be executed by their duly
authorized officers as of the effective date written above.
NATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: AVP, Annuity OPS
XXXXXXX & XXXX, INC.
/s/ Xxxxxx X. Xxxxx\
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
Chief Marketing Officer
